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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

/x/ Current Report Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

October 23, 2001
(Date of Report)

Commission file number: 1-14307

Great Lakes REIT
(Exact name of Registrant as specified in its Charter)

Maryland
(State or other jurisdiction
of incorporation organization)		   36-4238056
(I.R.S. Employer identification no.)

823 Commerce Drive, Suite 300, Oak Brook, IL
(Address of principal executive offices)
 
60523
(Zip Code)

(630) 368-2900
(Registrant's telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /


Item 2. ACQUISITION OR DISPOSITION OF ASSETS

    As previously reported in a Current Report on Form 8-K filed August 24, 2001,on August 10, 2001, Great Lakes REIT through Great Lakes REIT, L.P. (collectively the "Company") acquired Bannockburn Corporate Center, located at 3000 Lakeside Drive, Bannockburn, Illinois from an unaffiliated third party for approximately $31,800,000. Funds for the purchase came from a borrowing under the Company's unsecured line of credit.

    In addition, on March 1, 2001, the Company acquired 1600 Corporate Center located at 1600 Golf Road, Rolling Meadows, Illinois from an unaffiliated third party for approximately $26,250,000. Funds for the purchase came from a borrowing under the Company's unsecured line of credit.


Item 7. Financial Statements and Exhibits

    The required financial statements for Bannockburn Corporate Center are attached as exhibit A.

    The required financial statements for 1600 Corporate Center are attached as exhibit B.

    The required pro forma financial statements are attached as exhibit C.

    The consent of Ernst & Young LLP is filed as exhibit D.

    No information is required under Items 1,3,4,5 and 6, and these items have therefore been omitted.

By:   /s/ James Hicks
James Hicks, Treasurer		    

 
 

 
 


Exhibit A

Bannockburn Corporate Center

Statements of Revenue and Certain Expenses

Contents

Report of Independent Auditors   1
Statements of Revenue and Certain Expenses—Year ended December 31, 2000 and period from January 1, 2001 to July 31, 2001 (Unaudited)   2
Notes to Statements of Revenue and Certain Expenses   3

Report of Independent Auditors

The Board of Trustees of
Great Lakes REIT

    We have audited the accompanying Statement of Revenue and Certain Expenses of Bannockburn Corporate Center (the Property) for the year ended December 31, 2000. The Statement of Revenue and Certain Expenses is the responsibility of the Property's management. Our responsibility is to express an opinion on the Statement of Revenue and Certain Expenses based on our audit.

    We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement of Revenue and Certain Expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures made in the Statement of Revenue and Certain Expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement of Revenue and Certain Expenses. We believe that our audit provides a reasonable basis for our opinion.

    The accompanying Statement of Revenue and Certain Expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Great Lakes REIT as described in Note 2 and is not intended to be a complete presentation of the Property's revenue and expenses.

    In our opinion, the Statement of Revenue and Certain Expenses referred to above presents fairly, in all material respects, the revenue and certain expenses of the Property described in Note 2 for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

Chicago, Illinois
October 1, 2001

1

Bannockburn Corporate Center

Statements of Revenue and Certain Expenses

 
   Year ended December 31, 2000
   January 1, 2001,
to July 31, 2001
 
    
   (Unaudited)
 
   (In Thousands)
Revenue            
Base rents   $ 1,535   $ 1,781
Tenant reimbursements     428     649
Parking income     17     28
Other income     4     2
   
 
Total revenue     1,984     2,460
   
 

Expenses
 
 
 
 
 
 
Property operating and maintenance     774     500
Real estate taxes     267     356
Management fees     57     97
Insurance     18     12
   
 
Total expenses     1,116     965
   
 
Revenue in excess of certain expenses   $ 868   $ 1,495
   
 

See accompanying notes.

2

Bannockburn Corporate Center

Notes to Statements of Revenue and Certain Expenses

1.  Business

    The accompanying Statements of Revenue and Certain Expenses relate to the operations of Bannockburn Corporate Center, an office building with approximately 202,000 rentable square feet, located in Bannockburn, Illinois (the Property). The Property was acquired on August 10, 2001 by Great Lakes REIT, from an unrelated party.

2.  Summary of Significant Accounting Policies

Basis of Presentation

    The accompanying Statements of Revenue and Certain Expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Great Lakes REIT. The statements are not representative of the actual operations of the Property for the periods presented nor indicative of future operations as certain expenses, primarily depreciation, amortization, and interest expense, which may not be comparable to the expenses expected to be incurred by Great Lakes REIT in future operations of the Property, have been excluded.

Revenue and Expense Recognition

    Revenue is recognized on a straight-line basis over the terms of the related leases. Expenses are recognized in the period in which they are incurred.

Use of Estimates

    The preparation of the Statements of Revenue and Certain Expenses in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

Unaudited Interim Statement

    The interim financial statement for the 2001 interim period includes the revenue and certain expenses for the period prior to acquisition by Great Lakes REIT. In the opinion of management, such financial statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal, recurring nature.

3.  Rentals

    The Property has entered into tenant leases that provide for tenants to share in the operating expenses and real estate taxes on a pro rata basis, as defined.

4.  Related Party Transactions

    Pizzuti Management, LLC, an affiliate of the former owner of the Property, provided property management services to the Property in return for a fee of 4% of monthly gross receipts, as defined in the Management Agreement (Agreement). For the year ended December 31, 2000, management fee expense incurred was $57,389. In addition, the Agreement provides for reimbursement of payroll costs to Pizzuti Management, LLC, for an on-site manager. For the year ended December 31, 2000 and period from January 1, 2001 to July 31, 2001, payroll costs reimbursed totaled $30,000 and $17,500, respectively, and are included in property operating and maintenance in the Statements.

3


Exhibit B

1600 Corporate Center

Financial Statements

Year ended December 31, 2000

Contents

Report of Independent Auditors   1
Statements of Revenue and Certain Expenses—Year ended December 31, 2000 and period from January 1, 2001 to February 28, 2001 (Unaudited)   2
Notes to Statements of Revenue and Certain Expenses   3

Report of Independent Auditors

The Board of Trustees of
Great Lakes REIT

    We have audited the accompanying Statement of Revenue and Certain Expenses of 1600 Corporate Center (the Property) for the year ended December 31, 2000. The Statement of Revenue and Certain Expenses is the responsibility of the Property's management. Our responsibility is to express an opinion on the Statement of Revenue and Certain Expenses based on our audit.

    We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement of Revenue and Certain Expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures made in the Statement of Revenue and Certain Expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement of Revenue and Certain Expenses. We believe that our audit provides a reasonable basis for our opinion.

    The accompanying Statement of Revenue and Certain Expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Great Lakes REIT as described in Note 2 and is not intended to be a complete presentation of the Property's revenue and expenses.

    In our opinion, the Statement of Revenue and Certain Expenses referred to above presents fairly, in all material respects, the revenue and certain expenses of the Property described in Note 2 for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

Chicago, Illinois
October 11, 2001

1

1600 Corporate Center

Statements of Revenue and Certain Expenses

 
   Year ended December 31, 2000
   January 1, 2001,
to February 28,
2001
 
    
   (Unaudited)
 
   (In Thousands)
Revenue            
Base rents   $ 2,656   $ 419
Tenant reimbursements     2,236     461
Other income     1     1
   
 
Total revenue     4,893     881
   
 

Expenses
 
 
 
 
 
 
Property operating and maintenance     1,319     328
Real estate taxes     1,159     189
Management fees     126     22
Insurance     54     10
   
 
Total expenses     2,658     549
   
 
Revenue in excess of certain expenses   $ 2,235   $ 332
   
 

See accompanying notes.

2

1600 Corporate Center

Notes to Statements of Revenue and Certain Expenses

1.  Business

    The accompanying Statements of Revenue and Certain Expenses relate to the operations of 1600 Corporate Center, an office building with approximately 252,000 rentable square feet, located in Rolling Meadows, Illinois (the Property). The Property was acquired on March 1, 2001 by Great Lakes REIT from an unrelated party.

2.  Summary of Significant Accounting Policies

Basis of Presentation

    The accompanying Statements of Revenue and Certain Expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Form 8-K of Great Lakes REIT. The statements are not representative of the actual operations of the Property for the periods presented nor indicative of future operations as certain expenses, primarily depreciation, amortization and interest expense, which may not be comparable to the expenses expected to be incurred by Great Lakes REIT in future operations of the Property, have been excluded.

Revenue and Expense Recognition

    Revenue is recognized on a straight-line basis over the terms of the related leases. Expenses are recognized in the period in which they are incurred.

Use of Estimates

    The preparation of the Statements of Revenue and Certain Expenses in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

Unaudited Interim Statement

    The interim financial statement for the 2001 interim period includes the revenue and certain expenses for the period prior to acquisition by Great Lakes REIT. In the opinion of management, such financial statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal, recurring nature.

3.  Rentals

    The Property has entered into tenant leases that provide for tenants to share in the operating expenses and real estate taxes on a pro rata basis, as defined.

3


Exhibit C

Great Lakes REIT
Pro Forma Condensed Condsolidated Balance Sheet
As of June 30, 2001
(Unaudited) (In Thousands except per share data)

 
   As Reported(1)
   Bannockburn(2)
   Pro Forma
  
Assets:                    
Properties                    
Land   $ 59,714   $ 5,300   $ 65,014  
Buildings and improvements     430,180     25,839     456,019  
   
 
 
 
      489,894     31,139     521,033  
Less accumulated depreciation     50,788           50,788  
   
 
 
 
      439,106     31,139     470,245  
Cash and cash equivalents     872           872  
Rents receivable     7,047           7,047  
Deferred costs     6,948           6,948  
Goodwill     1,098           1,098  
Other assets     1,927           1,927  
   
 
 
 
Total assets   $ 456,998   $ 31,139   $ 488,137  
   
 
 
 
Liabilities and shareholders' equity                    
Bank loan payable   $ 83,000   $ 30,650   $ 113,650  
Long term debt     133,312           133,312  
Accrued real estate taxes     10,800     165     10,965  
Accounts payable and other liabilities     13,458     324     13,782  
   
 
 
 
Total liabilities     240,570     31,139     271,709  
   
 
 
 
Minority interests     691           691  
   
 
 
 
Preferred shares of beneficial interest ($.01 par value, 10,000 shares authorized; 1,500 9.75% Series A Cumulative Redeemable shares with a $25 per share Liquidation Preference, issued and outstanding)     37,500           37,500  
Common shares of beneficial interest ($0.01 par value, 60,000 authorized, 18,295 issued)     183           183  
Paid-in-capital     235,224           235,224  
Retained earnings (deficit)     (10,704 )         (10,704 )
Employee share loans     (20,319 )         (20,319 )
Deferred compensation     (2,473 )         (2,473 )
Treasury shares (1,543 shares)     (23,674 )         (23,674 )
   
 
 
 
Total shareholders' equity     215,737     —     215,737  
   
 
 
 
Total liabilities and shareholders' equity   $ 456,998   $ 31,139   $ 488,137  
   
 
 
 

See accompanying notes

4

Notes to Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2001
(Unaudited) (Dollars in Thousands)

1.
Represents the historical results of the Company.

2.
Represents the allocation of the acquisition price paid for Bannockburn Corporate Center.

5

Great Lakes REIT
Pro Forma Condensed Consolidated Statement of Income
For the six months ended June 30, 2001
(Unaudited) (In Thousands except per share data)

 
   As Reported(1)
   Bannockburn(2)
   1600 Corporate
Center(3)
   Pro Forma
Adjustments
   Pro Forma
Revenues:                              
Rental   $ 38,927   $ 1,527   $ 419         $ 40,873
Reimbursement     10,259     556     461           11,276
Interest and other     1,751     39     1           1,791
   
 
 
 
 
Total revenues     50,937     2,122     881           53,940
   
 
 
 
 
Expenses:                              
Real estate taxes     7,815     458     189           8,462
Other property operating     12,575     435     360           13,370
General and administrative     2,625                       2,625
Interest     7,037                 1,287 (4)   8,324
Depreciation and amortization     9,162                 476 (5)   9,638
   
 
 
 
 
Total expenses     39,214     893     549     1,763     42,419
   
 
 
 
 
Income before gain on sale of properties     11,723     1,229     332     (1,763 )   11,521
   
 
 
 
 
Gain on sale of properties Income before allocation to minority interests     11,723     1,229     332     (1,763 )   11,521
Minority interests     28                       28
   
 
 
 
 
Net income     11,695     1,229     332     (1,763 )   11,493
Income allocated to preferred shareholders     1,828                       1,828
   
 
 
 
 
Net income applicable to common shares   $ 9,867   $ 1,229   $ 332   $ (1,763 ) $ 9,665
   
 
 
 
 
Earnings per share—basic   $ 0.60                     $ 0.58
   
                   
Weighted average common shares outstanding—basic     16,577                       16,577
   
                   
Diluted earnings per share   $ 0.59                     $ 0.58
   
                   
Weighted average common shares outstanding—diluted     16,720                       16,720
   
                   

See accompanying notes

6

Notes to Pro Forma Condensed Consolidated Statement of Income
For the Six Months ended June 30, 2001
(Unaudited) (Dollars in Thousands)

1.
Represents the historical results of the Company.

2.
Represents the unaudited historical results of operations of Bannockburn Corporate Center for the six months ended June 30, 2001 as if Bannockburn Corporate Center were acquired by the Company on January 1, 2001.

3.
Represents the unaudited historical results of operations of 1600 Corporate Center for the two months ended February 28, 2001 as if 1600 Corporate Center were acquired by the Company on January 1, 2001.

4.
Interest expense ($1,287) for the two acquisitions for the six months ended June 30, 2001, is computed on the amount borrowed to acquire Bannockburn Corporate Center ($30,650) for the six months ended June 30, 2001, at 6.53% per annum (the average interest rate during this period on the Company's bank loan payable) and on the amount borrowed to acquire 1600 Corporate Center ($26,250) for the two months ended February 28, 2001, at 6.53% per annum.

5.
Depreciation is computed on a straight-line basis over 40 years for the six months ended June 30, 2001 for Bannockburn Corporate Center and for the two months ended February 28, 2001 for 1600 Corporate Center based on the purchase price paid for these properties by the Company.

7

Great Lakes REIT
Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2000
(Unaudited) (In Thousands except per share data)

 
   As Reported(1)
   Bannockburn(2)
   1600
Corporate
Center(3)
   Pro Forma
Adjustments
   Pro Forma
Revenues:                              
Rental   $ 75,400   $ 1,535   $ 2,656         $ 79,591
Reimbursement     21,624     428     2,236           24,288
Interest and other     3,505     21     1           3,527
   
 
 
 
 
Total revenues     100,529     1,984     4,893           107,406
   
 
 
 
 
Expenses:                              
Real estate taxes     13,966     267     1,159           15,392
Other property operating     25,703     849     1,499           28,051
General and administrative     5,555                       5,555
Interest     15,193                 4,428 (4)   19,621
Depreciation and amortization     16,975                 1,241 (5)   18,216
   
 
 
 
 
Total expenses     77,392     1,116     2,658     5,669     86,835
   
 
 
 
 
Income before gain on sale of properties     23,137     868     2,235     (5,669 )   20,571
Gain on sale of properties     11,134     —                 11,134
   
 
 
 
 
Income before allocation to minority interests     34,271     868     2,235     (5,669 )   31,705
Minority interests     82                       82
   
 
 
 
 
Net income     34,189     868     2,235     (5,669 )   31,623
Income allocated to preferred shareholders     3,656     —                 3,656
   
 
 
 
 
Net income applicable to common shares   $ 30,533   $ 868   $ 2,235   $ (5,669 ) $ 27,967
   
 
 
 
 
Earnings per share—basic   $ 1.85                     $ 1.69
   
                   
Weighted average common shares outstanding—basic     16,531                       16,531
   
                   
Diluted earnings per share   $ 1.84                     $ 1.68
   
                   
Weighted average common shares outstanding—diluted     16,631                       16,631
   
                   

See accompanying notes

8

Notes to Pro Forma Condensed Consolidated Statement of Income
For the Year ended December 31, 2000
(Unaudited) (Dollars in Thousands)

1.
Represents the historical results of the Company.

2.
Represents the unaudited historical results of operations of Bannockburn Corporate Center for the year ended December 31, 2000, as if Bannockburn Corporate Center were acquired by the Company on January 1, 2000.

3.
Represents the unaudited historical results of operations of 1600 Corporate Center for the year ended December 31, 2000, as if 1600 Corporate Center were acquired by the Company on January 1, 2000.

4.
Interest expense ($4,428) for the two acquisitions for the year ended December 31, 2000, is computed on the amount borrowed ($57,900) to acquire both Bannockburn Corporate Center ($30,650) and 1600 Corporate Center ($26,250) at 7.78% per annum, the average interest rate on the Company's bank loan payable for calendar 2000.

5.
Depreciation is computed on a straight-line basis over 40 years for the year ended December 31,2000, for Bannockburn Corporate Center and 1600 Corporate Center based on the purchase price paid for these properties by the Company.

9


Exhibit D

CONSENT OF INDEPENDENT AUDITORS

    We consent to the incorporation by reference in the Registration Statements indicated below of Great Lakes REIT of our reports indicated below filed with the Securities and Exchange Commission.

Registration Statements

Form S-3 No. 333-49499
Form S-8 No. 333-56619
Form S-8 No. 333-62458

Financial Statements
   Date of Auditors' Report
Statement of revenue and certain expenses of Bannockburn Corporate Center for the year ended December 31, 2000 included in the Report (Form 8-K/A) of Great Lakes REIT, dated October 23, 2001   October 1, 2001

Statement of revenue and certain expenses of 1600 Corporate Center for the year ended December 31, 2000 included in the Report (Form 8-K/A) of Great Lakes REIT, dated October 23, 2001
 
October 11, 2001



Chicago, Illinois
October 23, 2001

10



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